Common use of Combination Products Clause in Contracts

Combination Products. If a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

Combination Products. If a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

Combination Products. If a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT In the event Ardelyx is sold entitled to receive royalties under this Agreement from any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product sold in the form of a Combination Product in any given country, then Net Sales for such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall will be calculated by multiplying the NET SALES actual Net Sales of the COMBINATION PRODUCT such Combination Product in such country by the fraction A/(A+B), where A is the average NET SALES standard sales price in such country of such LICENSED PRODUCTa Licensed Product, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT containing the same amount of Licensed Compound as the sole active ingredient as the Combination Product in the relevant countryquestion (a “Comparable Licensed Product”), as if sold separately, and B is the total average NET SALES standard sales price of all OTHER PRODUCTS in the COMBINATION PRODUCT given country of the ready for sale form of a product containing the same amount of the other therapeutically active ingredient(s) in the relevant countryCombination Product that are not Licensed Compounds (the “Other Ingredients”), as if sold separately. If, on a country-by-country basis, the Other Ingredients are not sold separately in any a country, any COMPONENT Net Sales in such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. country for the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product in such country by the fraction A/C where A is the standard sales price in such country of a Comparable Licensed Product, if sold separately, and C is the standard sales price of the Combination Product in such country. If, on a country-by-country basis, a Comparable Licensed Product is not sold separately, NET SALES Net Sales in such country for royalty determination the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction (C-B)/C, where B is the standard sales price in such country of the Other Ingredients and C is the standard sales price in such country of the Combination Product. For the purpose of the above, the standard sales price for a Comparable Licensed Product and for each Other Ingredient shall be for a quantity comparable to that used in the Combination Product in question and of the same class, purity and potency. If, on a country-by-country basis, neither a Comparable Licensed Product nor the Other Ingredients are sold separately in a country, Net Sales in such country for the purposes of determining royalties of such Combination Product shall be determined by the formula [C / (C+D)]Parties on the basis of a fair market value of such Comparable Licensed Product and Other Ingredient to be negotiated by the Parties in good faith, where C is the aggregate average fully absorbed cost taking into account costs, overheads and profit of the LICENSED PRODUCTrelevant Licensed Compound(s), DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period Other Ingredients and D is the aggregate average fully absorbed cost Combination Product. For purposes of the other essential functional components during calculations set forth in this Section 9.6, prior to the prior Royalty PeriodFirst Commercial Sale of a Combination Product, with the DCC (or the SCC, as applicable) shall discuss the calculations set forth herein, including the standard sale prices to be used in such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENTcalculation.

Combination Products. If In the event Ardelyx is entitled to receive royalties under this Agreement from any Program Product sold in the form of a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Combination Product in any given country, then Net Sales for such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall will be calculated by multiplying the NET SALES actual Net Sales of the COMBINATION PRODUCT such Combination Product in such country by the fraction A/(A+B), where A is the average NET SALES gross invoice price in such country of such LICENSED PRODUCTa Program Product, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT containing the same amount of Program Compound as the sole active ingredient as the Combination Product in the relevant countryquestion (a “Comparable Program Product”), as if sold separately, and B is the total average NET SALES gross invoice price of all OTHER PRODUCTS in the COMBINATION PRODUCT given country of the ready for sale form of a product containing the same amount of the other therapeutically active ingredient(s) in the relevant countryCombination Product that are not Program Compounds (the “Other Ingredients”), as if sold separately. If, on a country-by-country basis, the Other Ingredients are not sold separately in any a country, any COMPONENT Net Sales in such country for the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product in such country by the fraction A/C where A is the average gross invoice price in such country of a Comparable Program Product, if sold separately, and C is the average gross invoice price of the Combination Product in such country. If, on a country-by-country basis, a Comparable Program Product is not sold separately, NET SALES Net Sales in such country for royalty determination the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction (C-B)/C, where B is the average gross invoice price in such country of the Other Ingredients and C is the average gross invoice price in such country of the Combination Product. For the purpose of the above, the average gross invoice price for a Comparable Program Product and for each Other Ingredient shall be for a quantity comparable to that used in the Combination Product in question and of the same class, purity and potency. If, on a country-by-country basis, neither a Comparable Program Product nor the Other Ingredients are sold separately in a country, Net Sales in such country for the purposes of determining royalties of such Combination Product shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense ratio of the rights granted hereunder, based upon their relative importance cost of goods of the Program Compound to the sum of the cost of goods of the Program Compound and proprietary protection, which portion shall be the SUBLICENSE INCOMEcost of goods of the Other Ingredients. THE PARTIES shall have the right to dispute such sharing determination [***] Certain information in accordance this document has been omitted and filed separately with the dispute provisions of Securities and Exchange Commission. Confidential treatment has been requested with respect to the AGREEMENTomitted portions.

Combination Products. If Notwithstanding anything to the contrary set forth herein, in the event either (a) a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT Licensed Product is sold to by BioLine or an Affiliate of BioLine, or any third party entity on their behalf, in combination with other productsthe form of a Combination Product or (b) the grant of a Sublicense hereunder is part of a larger transaction also involving the grant by BioLine (or its Affiliates) of sublicenses in respect of Additional Ingredients for a Combination Product, devicesthen Net Sales and Sublicense Receipts, components as applicable, from such Combination Product, for purposes of determining payments hereunder, shall be determined by multiplying the actual Net Sales or materials that are capable Sublicense Receipts, as applicable, of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as during the applicable royalty reporting period, by the fraction A/(A+B) where: “COMPONENTS”), A” is the NET SALES average sale price of the Licensed Product contained in the Combination Product when sold separately by such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT entity; and “B” is the average price of the other Additional Ingredients included in the Combination Product when sold separately by its supplier, in each case during the applicable royalty reporting period or if sales of both the Licensed Product and/or other Additional Ingredients did not occur in such COMBINATION PRODUCT period, then in the most recent royalty reporting period in which sales of both occurred. In the event that such average sale price cannot be determined for both the Licensed Product and all other Additional Ingredients included in the Combination Product, then Net Sales or Sublicense Receipts, as applicable, for the purpose of determining royalty payments shall be calculated by multiplying the NET SALES Net Sales or Sublicense Receipts, as applicable, of the COMBINATION PRODUCT Combination Products by the fraction A/(A+B), of C/(C+D) where A “C” is the average NET SALES price fair market value of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT the Licensed Product; and “D” is the fair market value of all other Additional Ingredients included in the relevant countryCombination Product. In such event, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination parties shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine negotiate in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense arrive at a determination of the rights granted hereunder, based upon their relative importance respective fair market values of the Licensed Product and proprietary protection, which portion all other Additional Ingredients included in the Combination Product. Nothing in this section shall be interpreted as limiting or otherwise affecting Licensor's ownership rights in the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination Licensed Technology as set forth in accordance with the dispute provisions of the AGREEMENTSection 3.1.

Combination Products. If a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT In the event Ardelyx is sold entitled to receive royalties under this Agreement from any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product sold in the form of a Combination Product in the Territory, then Net Sales for such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES actual Net Sales of such Combination Product in the COMBINATION PRODUCT Territory by the fraction A/(A+B), where A is the average NET SALES [***] price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT (“[***] Price”) in the relevant countryTerritory of a Licensed Product, containing the same amount of Licensed Compound as the sole active ingredient as the Combination Product in question (a “Comparable Licensed Product”), if sold separately, and B is the total average NET SALES [***] price of all OTHER PRODUCTS in the COMBINATION PRODUCT Territory of the ready for sale form of a product containing the same amount of the other therapeutically active ingredient(s) in the relevant countryCombination Product that are not Licensed Compounds (the “Other Ingredients”), as if sold separately. IfIf the Other Ingredients are not sold separately in the Territory, Net Sales for the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/C where A is the standard sales price in any countrythe Territory of a Comparable Licensed Product, any COMPONENT if sold separately, and C is the standard sales price of the Combination Product in the Territory. If a Comparable Licensed Product is not sold separately, NET SALES Net Sales for royalty determination the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction (C-B)/C, where B is the [***] price in the Territory of the Other Ingredients and C is the [***] price in the Territory of the Combination Product. For the purpose of the above, the XXX xxxxx for a Comparable Licensed Product and for each Other Ingredient shall be for a quantity comparable to that used in the Combination Product in question and of the same class, purity and potency. If neither a Comparable Licensed Product nor the Other Ingredients are sold separately in the Territory, Net Sales for the purposes of determining royalties of such Combination Product shall be determined by the formula [C / (C+D)]Parties on the basis of a fair market value of such Comparable Licensed Product and Other Ingredient to be negotiated by the Parties in good faith, where C is the aggregate average fully absorbed cost taking into account costs, overheads and profit of the LICENSED PRODUCTrelevant Licensed Compound(s), DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period Other Ingredients and D is the aggregate average fully absorbed cost Combination Product. For purposes of the other essential functional components during calculations set forth in this Section 6.05, prior to the prior Royalty PeriodFirst Commercial Sale of a Combination Product, with the JDC shall discuss the calculations set forth herein, including the standard sale prices to be used in such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENTcalculation.

Combination Products. If Aveo or its Affiliate sells any Licensed Product as a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT is sold combination product containing one or more active ingredients in addition to any third party a Licensed Compound (which may be either combined in combination a single formulation or bundled with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder separate formulations) (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in Combination Product”), Net Sales for such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES actual Net Sales of the COMBINATION PRODUCT such Combination Product by the fraction A/(A+B), ) where A is the average NET SALES invoice price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in the relevant country, as Licensed Compound thereof if sold separately, and B is the total average NET SALES invoice price of all OTHER PRODUCTS any other active ingredient or ingredients in the COMBINATION PRODUCT in the relevant countrycombination, as if sold separately. If, EXECUTION COPY on a country-by-country basis, the other active ingredient or ingredients in any the combination are not sold separately in such country, any COMPONENT Net Sales for the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/C where A is not the invoice price of the Licensed Product if sold separately, NET SALES and C is the invoice price of the Combination Product. If, on a country-by-country basis, neither the Licensed Compound nor the other active ingredient or ingredients of the Combination Product is sold separately in such country, or the mechanics provided above are otherwise inapplicable, Net Sales for royalty determination the purposes of determining royalties of the Combination Product shall be determined by the formula [C / (C+D)]Parties in good faith, where C is based on the aggregate average fully absorbed cost relative fair market values of the LICENSED PRODUCTdifferent active ingredients and in accordance with standard and customary practice if any, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during and in looking in particular to the prior Royalty Period relative list prices in other countries if available. If the immediately preceding sentence applies, Aveo shall in good faith propose to Kirin a Net Sales allocation for such Combination Product based on the principles set forth in the immediately preceding sentence, Kirin shall in good faith consider such proposal, and D is the aggregate average fully absorbed cost Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within sixty (60) days of Aveo’s proposal, then the matter shall be referred for non-binding resolution to a mutually agreeable individual (not affiliated with either Party) having expertise in the research, development, marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within sixty (60) days after such referral. Such individual shall be instructed to determine the Net Sales allocation for such Combination Product using the following standard: the allocation shall be made based on the relative fair market value contribution made by each of the other essential functional components during the prior Royalty Perioddifferent active ingredients contained in such Combination Product to its overall sales price, with such costs being determined in accordance with generally accepted accounting principlesstandard customary practice (if any), and looking in particular to the relative list prices in other countries, if available (the “Standard”). To If either Party disagrees with the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share conclusions of such payments reasonably attributable individual, then such Party shall refer the matter for resolution in accordance with Article 11. The standard to COMPANY’s or such AFFILIATE’s sublicense be applied in any arbitration of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion this allocation under Article 11 shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination Standard (defined above in accordance with the dispute provisions of the AGREEMENTthis Section 5.8).

Combination Products. If a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT is sold When LICENSEE uses royalty-bearing or patented components licensed by third parties to any third party in combination with other products, devices, components or materials that are capable of being sold separately LICENSEE and are not subject to royalties licensed by BCM hereunder (“OTHER PRODUCTS,” with the Extrinsic Licensed Product”) to form a product that is a combination of products being referred to as “COMBINATION PRODUCTS” Licensed Products and the Other Product and Extrinsic Licensed Product in such (“Combination Product being referred to as the “COMPONENTSProduct”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT Royalties payable by LICENSEE to BCM shall be calculated by multiplying based upon a ratio equaling the NET SALES following: (A/A+B) x (the actual Net Sales of the COMBINATION PRODUCT by Combination Product) where “A” is the fraction A/(A+BNet Sales price of the Licensed Product and “B” is the sum of the Net Sales prices of all Extrinsic Licensed Products, subject to the following: (i) if the Licensed Product and Extrinsic Licensed Product components are not sold separately (and thus Net Sales are not available), where A is the average NET SALES price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT “A” in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS formula shall be LICENSEE’s collective manufacturing costs for such Licensed Product used in the COMBINATION PRODUCT Combination Product and “B” shall be LICENSEE’s manufacturing cost for such Extrinsic Licensed Product used in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination Combination Product; (ii) the manufacturing cost of each included product manufactured by LICENSEE shall be LICENSEE’s fully allocated production costs; provided that such fully allocated costs shall be determined by using LICENSEE’s standard accounting procedures; and (iii) in the event LICENSEE shall purchase Licensed Product or Extrinsic Licensed Product instead of manufacturing same, LICENSEE’s net costs for the amount of Licensed Product used in the Combination product shall be included in the formula [C / (C+D)], where C is as “A,” and LICENSEE’s net costs for the aggregate average fully absorbed cost amount of Extrinsic Licensed Product used in the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion Combination Product shall be included in the SUBLICENSE INCOME. THE PARTIES formula as “B.” In no event shall have the right to dispute such sharing determination in accordance with the dispute provisions Royalties due for a Combination Product be less than [***] percent ([***]%) of the AGREEMENTthose otherwise due under Paragraph 4.3 above.

Combination Products. If Notwithstanding anything to the contrary, if a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT Licensed Product is sold to in any third party in combination with other productscountry that includes one or more active ingredients that is not a Macrolide Covered by the Licensed Patent Rights (such a Macrolide, devicesa “Licensed Macrolide”; such a Licensed Product, components or materials that are capable a “Combination Product”), then Net Sales of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred for purposes of determining royalty payments to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT TSRI shall be calculated by multiplying the NET SALES Net Sales of the COMBINATION PRODUCT Combination Product (as calculated without reference to this Section 3.4) by the fraction A/(A+B), where A is the weighted average NET SALES gross sale price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT the Licensed Product(s) including solely the Licensed Macrolide(s) (and not the other active pharmaceutical ingredient(s)) included in the relevant countryCombination Product (the “Basic Product(s)”) in such country during the royalty period in question, as when sold separatelyseparately from such other active ingredient(s) in finished form in the same strength and dosage form, and B is the total weighted average NET SALES gross sale price of all OTHER PRODUCTS product(s) including the other active pharmaceutical ingredient(s) included in the COMBINATION PRODUCT Combination Product (and not any Licensed Macrolide(s)) (such products, “Other Product(s)”) in that country during the royalty period in question, when sold separately from the Basic Product(s) in finished form in the relevant same strength and dosage form. In the event that, with respect to any Combination Product sold in a particular country, the weighted average gross sale price of the Basic Product(s) in such country can be determined but the weighted average gross sale price(s) of the Other Product(s) in such country cannot be determined, Net Sales for purposes of determining royalty payments to TSRI for such Combination Product in such country shall be calculated by multiplying the Net Sales of the Combination Product in such country (as calculated without reference to this Section 3.4) by the fraction A/C where A is the weighted average gross sale price of the Basic Product(s) when sold separately. If, separately during the royalty period in any question in finished form in the same strength and dosage form in such country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where and C is the aggregate weighted average fully absorbed cost gross sale price of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components Combination Product during the prior Royalty Period and D royalty period in question in such country. In the event that, with respect to any Combination Product sold in a particular country, the weighted average gross sale price(s) of the Other Product(s) in such country can be determined, but the weighted average gross sale price of the Basic Product cannot be determined, Net Sales for purposes of determining royalty payments to TSRI for such Combination Product in such country shall be calculated by multiplying the Net Sales of the Combination Product in such country (as calculated without reference to this Section 3.4) by the following formula: one (1) minus B/C (which may be otherwise written as 1-(B/C)), where B is the aggregate weighted average fully absorbed cost gross sale price(s) of the other essential functional components Other Product(s) when sold separately during the prior Royalty Periodroyalty period in question in finished form in the same strength and dosage form in such country, and C is the weighted average gross sale price of the Combination Product during the royalty period in question in such country (if there is more than one Other Product, B shall equal the sum of all such Other Products’ weighted average gross sale prices in such country). In the event that, with respect to any Combination Product sold in a particular country, the weighted average gross sale price(s) in such costs being determined country of neither the Basic Product(s) nor the Other Product(s) in accordance the Combination Product can be determined, the Net Sales of the Combination Product shall, for the purposes of determining royalty payments to TSRI with generally accepted accounting principles. To respect to such Combination Product, be the extent that any SUBLICENSE INCOME relates portion of Net Sales of such Combination Product reasonably attributable to a COMBINATION PRODUCT or is otherwise calculated the Licensed Macrolides contained therein and not the other active ingredient(s) contained therein, as mutually agreed upon by Licensee and TSRI in writing based on the relative value contributed by each active ingredient. When determining the weighted average gross sale price of one a Basic Product, Other Product, or more licenses or intellectual property rights held Combination Product in a particular country, the weighted average gross sale price shall be so calculated by dividing the gross sales dollars (converted into U.S. dollars) by the COMPANYnumber of units of Basic Product(s), Combination Product, or Other Product(s) sold in such country during the preceding twelve (12) calendar months (or the number of calendar months sold if there have not been such sales in a country for an AFFILIATE entire 12 calendar months before the Combination Product calculation contemplated hereunder is made for such country) for the respective Basic Product, Other Product, or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENTCombination Product .

Combination Products. If In the event that a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT Royalty-Bearing Product is sold to as part of a Combination Product, where “Combination Product” means any third party in combination with other products, devices, components or materials that are capable unified dose (e.g. not a kit of being sold separately two separate and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination distinct drug dosage forms) of products being referred to as “COMBINATION PRODUCTS” and the Other a pharmaceutical product which is comprised of Royalty-Bearing Product and Licensed Product in such Combination Product being referred to as one or more other compound(s) and/or ingredients having independent therapeutic effect (collectively the “COMPONENTSOther Products”), Net Sales of Royalty-Bearing Product, for the NET SALES purposes of determining royalty payments, shall be determined by multiplying the Net Sales of the Combination Product by the fraction, [***] where [***]. In the event that no such LICENSED PRODUCTseparate sales are made of either the Royalty-Bearing Product or the Other Products, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in the reasonably estimated commercial value thereof will be used instead of the sale price. Each of “weighted average sale price” and “reasonably estimated commercial value” shall be determined as follows: Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “Weighted average sale price” and “reasonably estimated commercial value,” as the case may be, for a Royalty-Bearing Product and Other Products shall be calculated once at the commencement of each Calendar Year and such COMBINATION PRODUCT amount shall be used during all applicable royalty reporting periods for the entire following Calendar Year. When determining the weighted average sale price of a Royalty-Bearing Product or Other Products, the weighted average sale price shall be calculated by multiplying dividing the NET SALES Net Sales (translated into U.S. dollars in accordance with Section 4.6.5 hereof) by the units of active ingredient sold during the [***] (or the number of [***]) of the COMBINATION PRODUCT by preceding Calendar Year for the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separatelyrespective Royalty-Bearing Product or Other Products. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination “Reasonably estimated commercial value” shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost agreement of the LICENSED PRODUCTParties using criteria to be mutually agreed upon by the Parties. If the Parties do not agree, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined dispute shall be resolved in accordance with generally accepted accounting principlesSection 12.1 hereof. To [***] a forecasted weighed average sale price will be used for the extent that any SUBLICENSE INCOME relates Royalty-Bearing Product and Other Products, if applicable. Any over or under payment due to a COMBINATION PRODUCT difference between forecasted and actual weighted average sale prices will be paid or is otherwise calculated based on credited in the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENTfirst royalty payment [***].

Combination Products. If Notwithstanding anything to the contrary set forth herein, in the event either (a) a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT Licensed Product is sold to by BioLine or an Affiliate of BioLine, or any third party entity on their behalf, in combination with other productsthe form of a Combination Product or (b) the grant of a Sublicense hereunder is part of a larger transaction also involving the grant by BioLine (or its Affiliates) of sublicenses in respect of Additional Ingredients for a Combination Product, devicesthen Net Sales and Sublicense Receipts, components as applicable, from such Combination Product, for purposes of determining payments hereunder, shall be determined by multiplying the actual Net Sales or materials that are capable Sublicense Receipts, as applicable, of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as during the applicable royalty reporting period, by the fraction A/(A+B) where: “COMPONENTS”), A” is the NET SALES average sale price of the Licensed Product contained in the Combination Product when sold separately by such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT entity; and “B” is the average price of the other Additional Ingredients included in the Combination Product when sold separately by its supplier, in each case during the applicable royalty reporting period or if sales of both the Licensed Product and/or other Additional Ingredients did not occur in such COMBINATION PRODUCT period, then in the most recent royalty reporting period in which sales of both occurred. In the event that such average sale price cannot be determined for both the Licensed Product and all other Additional Ingredients included in the Combination Product, then Net Sales or Sublicense Receipts, as applicable, for the purpose of determining royalty payments shall be calculated by multiplying the NET SALES Net Sales or Sublicense Receipts, as applicable, of the COMBINATION PRODUCT Combination Products by the fraction A/(A+B), of C/(C+D) where A “C” is the average NET SALES price fair market value of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT the Licensed Product; and “D” is the fair market value of all other Additional Ingredients included in the relevant countryCombination Product. In such event, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination parties shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine negotiate in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense arrive at a determination of the rights granted hereunder, based upon their relative importance respective fair market values of the Licensed Product and proprietary protection, which portion all other Additional Ingredients included in the Combination Product. Nothing in this section shall be interpreted as limiting or otherwise affecting Licensor’s ownership rights in the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination Licensed Technology as set forth in accordance with the dispute provisions of the AGREEMENTSection 3.1.

Combination Products. For COMBINATION PRODUCTS, NET SALES will be calculated as follows: If a the LICENSED PRODUCT and all OTHER COMPONENTS of the COMBINATION PRODUCT were SOLD separately during the same or immediately preceding calendar quarter, DISCOVERY the proration factor will be determined by the formula [A / (A+B)], where A is the weighted average invoice price of all LICENSED PRODUCT and/or THERAPEUTIC PROUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold during such period when SOLD separately and are not subject to royalties hereunder (“from the OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”COMPONENT(S), and B is the NET SALES weighted average gross invoice price of the OTHER COMPONENTS during such period when SOLD separately from the LICENSED PRODUCTPRODUCT (as applicable); If the LICENSED PRODUCT components containing only the LICENSED COMPOUND as its ACTIVE INGREDIENT are SOLD separately from the OTHER COMPONENTS, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included but the OTHER COMPONENTS in such COMBINATION PRODUCT shall are not SOLD separately, then the proration factor will be calculated by multiplying the NET SALES of the COMBINATION PRODUCT determined by the fraction A/(A+B)formula [A / C], where A is the average NET SALES price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES gross sales price of all LICENSED PRODUCT components containing only the LICENSED COMPOUND as its ACTIVE INGREDIENT during such period when SOLD separately from the OTHER PRODUCTS in COMPONENTS, and C is the average gross sales price of the COMBINATION PRODUCT during such period; If the LICENSED PRODUCT components containing only the LICENSED COMPOUND as its ACTIVE INGREDIENT are not SOLD separately from the OTHER COMPONENTS, but the OTHER COMPONENTS in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold such COMBINATION PRODUCT are SOLD separately, NET SALES for royalty determination shall then the proration factor will be determined by the formula [(C- B) / C], where B is the average gross sales price of the OTHER COMPONENTS included in such COMBINATION PRODUCT if SOLD separately from the OTHER COMPONENTS, and C / is the average gross sales price of the COMBINATION PRODUCT during such period; or If neither the LICENSED COMPOUND nor the OTHER COMPONENTS included in the COMBINATION PRODUCT were SOLD or provided separately during the relevant period, then the proration factor will be mutually agreed upon by the parties in good faith based on the relative value contributed by each component. In the event that such separate SALES were not made or performed during the immediately preceding calendar year (C+D“CY”)], then the invoiced amounts for the COMBINATION PRODUCT for purposes of calculating NET SALES will be multiplied by the fraction C/(C + D), where C is the aggregate average fully absorbed burdened cost of manufacture of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components PRODUCTS during the prior Royalty Period immediately preceding CY and D is the aggregate average fully absorbed burdened cost of manufacture of the other essential functional components additional items during the prior Royalty Periodimmediately preceding CY, with such costs being determined in each case calculated in accordance with generally accepted accounting principlesU.S. GAAP. To Notwithstanding anything in this AGREEMENT to the extent that any SUBLICENSE INCOME relates to contrary, in no event shall the NET SALES for a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense be less than 50% of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be NET SALES for the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENTLICENSED PRODUCT.

Combination Products. If a LICENSED PRODUCT Kirin or its Affiliate sells any Combination Product, DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT is sold to any third party as defined in combination with other productsSection 5.8 of the Agreement, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in Net Sales for such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES actual Net Sales of the COMBINATION PRODUCT such Combination Product by the fraction A/(A+B), ) where A is the average NET SALES invoice price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in the relevant country, as Licensed Compound thereof if sold separately, and B is the total average NET SALES invoice price of all OTHER PRODUCTS any other active ingredient or ingredients in the COMBINATION PRODUCT in the relevant countrycombination, as if sold separately. If, on a country-by-country basis, the other active ingredient or ingredients in any the combination are not sold separately in such country, any COMPONENT Net Sales for the purpose of determining royalties for the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/C where A is not the invoice price of the Licensed Product if sold separately, NET SALES and C is the invoice price of the Combination Product. If, on a country-by-country basis, neither the Licensed Compound nor the other active ingredient or ingredients of the Combination Product is sold separately in such country, or the mechanics provided above are otherwise inapplicable, Net Sales for royalty determination the purposes of determining royalties of the Combination Product shall be determined by the formula [C / (C+D)]Parties in good faith, where C is based on the aggregate average fully absorbed cost relative fair market values of the LICENSED PRODUCTdifferent active ingredients and in accordance with standard and customary practice if any, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during and in looking in particular to the prior Royalty Period relative list prices in other countries if available. If the immediately preceding sentence applies, Kirin shall in good faith propose to Aveo a Net Sales allocation for such Combination Product based on the principles set forth in the immediately preceding sentence, Aveo shall in good faith consider such proposal, and D is the aggregate average fully absorbed cost Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within sixty (60) days of Kirin’s proposal, then the matter shall be referred for non-binding resolution to a mutually agreeable individual (not affiliated with either Party) having expertise in the research, development, marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within sixty (60) days after such referral. Such individual shall be instructed to determine the Net Sales allocation for such Combination Product using the following standard: the allocation shall be made based on the relative fair market value contribution made by each of the other essential functional components during the prior Royalty Perioddifferent active ingredients contained in such Combination Product to its overall sales price, with such costs being determined in accordance with generally accepted accounting principlesthe Standard as defined in Section 5.8 of the Agreement. To If either Party disagrees with the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share conclusions of such payments reasonably attributable to COMPANY’s or individual, then such AFFILIATE’s sublicense Party shall refer the matter for resolution in accordance with Article 11 of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion Agreement. The standard to be applied in any arbitration of this allocation under Article 11 shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination Standard as defined in accordance with the dispute provisions of the AGREEMENTSection 5.8.

Combination Products. If Licensee, or Sublicensee as the case may be, sells a LICENSED PRODUCT , DISCOVERY PRODUCT and/or THERAPEUTIC PROUCT is sold to any third party Licensed Product in combination with other products, devices, components another product or materials that are capable products where one or more of being sold separately and such products are not subject to royalties hereunder Licensed Products (a “OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTSProduct”), the NET SALES of Net Sales under such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT included in such COMBINATION PRODUCT shall circumstances will be calculated by multiplying the NET SALES Net Sales of the COMBINATION PRODUCT Combination Product (as defined in the standard Net Sales definition) by the fraction A/(A+B)fraction, A/(A + B) where A is the average NET SALES sale price of such LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT the Licensed Product when sold separately in the relevant country, as sold separately, finished form and B is the total average NET SALES sale price of all OTHER PRODUCTS the other product(s) sold separately in finished form. In the event that the average sale price of the Licensed Product can be determined but the average sale price of the other product(s) in the COMBINATION PRODUCT Combination Product cannot be determined, Net Sales for purposes of determining royalty payments will be calculated by multiplying the Net Sales of the Combination Products by the fraction C/(C + D) where C is Licensee’s, or Sublicensee’s, average sales price of the Licensed Product and D is the difference between the average selling price of the Combination Product and the average selling price of the Licensed Product. If the average sale price of the other product(s) in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall Combination Product can be determined but the average price of the Licensed Product cannot be determined, Net Sales for purposes of determining royalty payment will be calculated by multiplying the Net Sales of the Combination Products by the formula [C / following formula: one (C+D)], 1) minus C/(C + D) where C is the aggregate average fully absorbed cost selling price of the LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT components during the prior Royalty Period other product(s) and D is the aggregate difference between the average fully absorbed cost selling price of the Combination Products and the average selling price of the other essential functional components product(s). Where neither the average sale price of the Licensed Product nor the average sale price of the other products in the Combination Product can be determined, Net Sales for purposes of determining royalty payment will be (a) the Net Sales received for Combination Products (b) multiplied by a fraction wherein the numerator is the fully burdened cost for the Licensed Product and the denominator is the fully burdened cost for the Combination Product. The Net Sales price for a Combination Product will be calculated at the beginning of each calendar year, and such price will be used during all applicable royalty reporting periods for that calendar year. When determining the prior Royalty Periodaverage sale price of a Licensed Product, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise average sale price will be calculated based on using data arising from the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s twelve (12) months (or such AFFILIATE’s sublicense lesser number of months for which there may be sales data) preceding the calculation of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be Net Sales price for the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENTCombination Product.”